JPMorgan - KASE

elated thereto), other than accounts payable incurred in respect of property or assets and
services purchased in the ordinary course of business which are no more than 90 days (or 180 days
for Kazakhstani accounts payable) overdue or which are being contested in good faith and by
appropriate proceedings; (iv) any obligation of such Person upon which interest charges are
customarily paid (other than accounts payable incurred in the ordinary course of business); (v)
any obligation of such Person under conditional sale or other title retention agreements relating
to purchased property or assets; (vi) any obligation of such Person issued or assumed as the
deferred purchase price of property or assets (other than accounts payable incurred in the
ordinary course of business which are no more than 90 days (or 180 days for Kazakhstani
accounts payable) overdue or which are being contested in good faith and by appropriate
proceedings); (vii) any Capital Lease Obligation or Attributable Indebtedness pursuant to any sale
and lease-back transaction of such Person; (viii) any obligation of any other Person secured by (or
for which the obligee thereof has an existing right, contingent or otherwise, to be secured by)
any Lien on property or assets owned or acquired, whether or not any obligation secured thereby
has been assumed, by such Person; (ix) any obligation of such Person in respect of any letter of
credit supporting any obligation of any other Person; (x) the maximum fixed repurchase price of
Disqualified Stock of such Person (or if such Person is a Subsidiary, any preferred stock of such
Person); (xi) any Hedging Obligations of such Person at the time of determination to the extent
they appear as a liability on the balance sheet of such Person; and (xii) any obligation which is in
economic effect a guarantee, regardless of its characterization (other than an endorsement in
the ordinary course of business), with respect to any Indebtedness of another Person, to the
extent guaranteed. For purposes of the preceding sentence, the maximum fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Stock or Subsidiary
preferred stock as if such Disqualified Stock or Subsidiary preferred stock were repurchased on
any date on which Indebtedness shall be required to be determined pursuant to the Indenture;
provided that, if such Disqualified Stock or Subsidiary preferred stock is not then permitted to be
repurchased, the repurchase price shall be the book value of such Disqualified Stock or Subsidiary
preferred stock. The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the maximum
liability of any guarantees at such date; provided that, for purposes of calculating the amount of
any non-interest bearing or other discount security, such Indebtedness shall be deemed to be the
principal amount thereof that would be shown on the balance sheet of the issuer dated such
date prepared in accordance with GAAP but that such security shall be deemed to have been
incurred only on the date of the original issuance thereof.
“Investments” means, with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the forms of direct or indirect loans (including guarantees of
Indebtedness or other obligations), advances or capital contributions (excluding commission,
travel, relocation and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or
other securities and all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP, provided that an acquisition of assets, Equity Interests
or other securities by the Company for consideration consisting solely of common equity
securities of the Company shall not be deemed to be an Investment; provided further that
Investments shall exclude accounts receivable and other extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices. The amount of any
Person’s Investment shall be the original cost of such Investment to such Person, plus the cost of
all additions thereto paid by such Person, minus the amount of any portion of such Investment
repaid to such Person in cash as a repayment of principal or a return of capital, as the case may
be, but without any other adjustments for increases or decreases in value, or write-ups,
writedowns, or write-offs with respect to such Investment. In determining the amount of any
Investment involving a transfer of any property or assets other than cash, such property or assets
shall be valued at its Fair Market Value at the time of such transfer as determined in good faith
by the Board of Directors (or comparable body) of the Person making such transfer. The Company
132